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I just received this from the SEC -

 

 

Dear Mr. Becker:

 

 

Thank you for contacting the U.S. Securities and Exchange Commission. Your email to the SEC expresses your concerns that Carroll Shelby International (CSI) is not providing you with current financial information despite your requests that it do so. As you may be aware, only entities registered with the SEC must comply with SEC regulations requiring them to make financial disclosures when their securities are initially sold and then on a continuing and periodic basis. Moreover, an issuer can terminate or suspend its reporting obligations under the Securities Exchange Act of 1934, by filing a Form 15 when conditions specified by SEC regulations are satisfied. From our review of the SEC's EDGAR database, it appears that CSI terminated its registration with the SEC as of December 17, 2004. CSI elected to terminate its registration under Rule 12g-4(a) which allows a company to terminate its registration if it has less than 300 shareholders. The Form 15-12G filed by CSI indicated that it had approximately 111 shareholders of record at the time of the deregistration. You can access filings on our EDGAR system by going to http://www.sec.gov/cgi-bin/srch-edgar.

 

 

 

 

 

It does appear that CSI trades on the Pink Sheets trading system, which does not require companies whose securities are quoted upon its systems to meet any listing requirements. With the exception of a few foreign issuers, the companies quoted in the Pink Sheets tend to be closely held, extremely small and/or thinly traded. Most do not meet the minimum listing requirements for trading on a national securities exchange, such as the New York Stock Exchange or the Nasdaq Stock Market. Many of these companies do not file periodic reports or audited financial statements with the SEC.

 

 

 

A search of www.pinksheets.com for CSI reflects that the Pink Sheets has issued a "Stop No Information" warning, which indicates that CSI is not able or willing to provide disclosure to the public markets - either to a regulator, an exchange or OTC Markets Group which operates the Pink Sheets. Companies in this category do not make current information available via the OTC Disclosure and News Service, or if they do, the available information is older than six months. OTC Pink No Information includes defunct companies that have ceased operations as well as 'dark' companies with questionable management and market disclosure practices. Publicly traded companies that are not willing to provide information to investors should be treated with suspicion and their securities should be considered highly risky.

 

 

 

Sincerely,

 

 

Rinell Randolph

 

Attorney

 

Office of Investor Education and Advocacy

 

U.S. Securities and Exchange Commission

 

------------------------------------

 

orig inquiry below

 

File Attachment:

 

Correspondent Name: Mr. Stephen Becker Create Date: 10/31/2012

 

Origin: Web

 

File #: HO::~00258746~::HO

 

Description:

 

I have requested, many, many times, via email and phone, current finanical information on this company that I own over 100,000 shares of stock in. The cfo of the company refuses to release anything to me even though I am a shareholder that has major concerns about the company.

 

 

I am looking for the sec to advise & assist me in obtaining the requested finanical information that all publicly heald and bought/sold companies should be providing to its shareholders

 

 

 

ref:_00D30JxQy._500a0QGwuI:ref

 

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The reason I went to the SEC ...................

 

 

 

From: stephen becker [mailto:stephenbecker@bellsouth.net]

Sent: Thursday, November 01, 2012 9:17 AM

Subject: FW: Financial Information Request

 

 

SAI refuses to give out any financial info on their publicly traded company

 

 

SGB

 

 

From: stephen becker [mailto:stephenbecker@bellsouth.net]

Sent: Wednesday, October 17, 2012 12:44 AM

To: 'Keith Belair'

Cc: 'Neil M. Cummins (mncassoc@aol.com)'; 'Joe Conway (jconway@carrollshelbyent.com)'; 'John Luft'; Michael Brewer (mbrewer@brewerlawyergroup.com); Beverly Bickel (bbickel@brewerlawyergroup.com); Jannette Astorga (jastorga@brewerlawyergroup.com)

Subject: RE: Financial Information Request

 

 

Keith –

 

 

According to your bio on SAI’s company website - QUOTE “…..in July 2008 and is responsible for the financial health of the company. His responsibilities include the management of all financial reporting, cash management, planning and administrative functions at Shelby American and Carroll Shelby International, Inc. (CSBI.PK) – the publicly traded entity.

 

So based on the information (above & below) placed on SAI’s company website I again ask for these financial information documents that you are directly responsible for producing and that, so far, you have failed to share with me as a 100,000 share (+) stock-holder in CSBI

 

 

SGB

 

 

 

 

 

Keith Belair: Chief Financial Officer

 

Keith Belair became the Chief Financial Officer of Shelby American, Inc., in July 2008 and is responsible for the financial health of the company. His responsibilities include the management of all financial reporting, cash management, planning and administrative functions at Shelby American and Carroll Shelby International, Inc. (CSBI.PK) – the publicly traded entity.

 

He was tapped by the company to fill the position after serving as CFO at OpX Capital Partners, a venture capital group based in Beverly Hills, Calif. There he provided financial advisory services, such as mergers and acquisitions, for a broad range of companies primarily focused in the automotive markets.

 

Prior to his work at OpX, Keith served as the CFO for XC Networks, the largest private cross border telecommunications company between the U.S. and Mexico. During his time with XC, Keith supported the company’s international operations including service contracts, network growth and product development. Previously he spent more than a decade in venture capital and automotive vendor finance, in addition to a five year stint in Tokyo, where he worked for a subsidiary of the Toyota family of companies.

 

Keith has been a long-time muscle car and Shelby enthusiast. His passion for cars began as a 12-years-old when he fully re-built a Jeep CJ5 with his brother. From there his passion grew to racing, which even led him to become his neighborhood’s slot car racing champion. Today, however, Keith can be found behind the wheel of the latest Shelby Mustangs racing his way around the Las Vegas Motor Speedway track.

 

Keith earned his Bachelor of Science-Finance from the University of Colorado at Boulder and his MBA from the Kellogg School of Management at Northwestern University in Chicago.

 

 

From: Keith Belair [mailto:KeithB@ShelbyAmerican.com]

Sent: Tuesday, October 16, 2012 11:50 AM

To: stephen becker

Cc: 'Neil M. Cummins (mncassoc@aol.com)'; Joe Conway (jconway@carrollshelbyent.com); John Luft

Subject: RE: Financial Information Request

 

 

Stephen:

 

 

The documents you are requesting were not prepared by SAI.

 

 

Keith

 

 

 

Keith A. Belair

Chief Financial Officer

Shelby American, Inc.

702-942-7325 x107 (w)

702-538-1121 (m)

keithb@shelbyamerican.com

http://www.shelbyamerican.com/

 

 

 

From: stephen becker [mailto:stephenbecker@bellsouth.net]

Sent: Tuesday, October 16, 2012 7:23 AM

To: Keith Belair

Subject: RE: Financial Information Request

Importance: High

 

 

3rd request for information (below)

 

 

Please reply immediately

 

 

SGB

 

 

 

 

 

From: stephen becker [mailto:stephenbecker@bellsouth.net]

Sent: Sunday, September 02, 2012 3:17 PM

To: Keith Belair (KeithB@ShelbyAmerican.com)

Subject: Finanical Information Request

 

 

As a long-time stockholder in CSBI I am requesting the following finanical information:

 

 

10-k for the last 4 years (2008, 2009, 2010 & 2011) and 10-q for first 2 quarters of 2012.

 

 

Please provide via email and hard copies to my home as well

 

 

125 Bellacree Road

 

Johns Creek, GA 30097

 

 

Thank you

 

 

Stephen Becker

 

 

2012 is Shelby American's 50th Anniversary

Celebrating 50 years of High Performance

Visit http://www.Shelby50th.com for details

Shelby50thAnniversaryLogo2-150.png

 

 

 

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I would think his point is that as a shareholder he would like to see past and present financial statements from the company that he has made a financial investment. Not an unreasonable request...outside of any legal ablgations for sai to do so ...the question I ask is why is there an issue of not granting the request?

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Thanks for sharing the article. My only concern is the Shelby name will get diluted. I want the integrity to remain. The parts distribution aspect is a must as SAI will need to continue to grow revenue, but we want our cars to remain special and not easly reproduced by ordering parts.

 

I didn't know who Luft was when I was at SAI a few weeks ago, but now I do. He was exactly as described in his business suit showing a few guys the new wide body.

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From: http://legal.practitioner.com/regulation/standards_9_3_6.htm

 

 

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Breach of Fiduciary Duty

 

People in a position of trust or fiduciary relationship, such as officers, directors, high-level employees of a corporation or business, agents and brokers, owe certain duties to their principals or employers. Fiduciary relationships, which are by their very nature relationships of good faith, may involve a variety of obligations depending on the exact circumstances.

Fiduciary duties require that the fiduciary acts solely in the best interest of the employer/principal, free of any self-dealing, conflicts of interest, or other abuse of the principal for personal advantage. Thus, corporate directors, officers, and employees are barred from using corporate property or assets for their personal pursuits, or taking corporate opportunities for themselves. More traditional fraudulent conduct, such as thefts, acceptance of secret commissions, and conflicts of interest also violate the duty of loyalty, and may be prosecuted as such in addition to or instead of the underlying offence.

A breach of fiduciary duty is often easier to prove than fraud. The claimant does not need to prove criminal or fraudulent intent or the other elements of fraud. To prevail, the claimant must show only that the defendant occupied a position of trust or fiduciary relationship as described above and that the defendant breached that duty to benefit personally.

A breach of fiduciary duty claim is a civil action. The claimant may receive damages for lost profits and recover profits that the disloyal employee earned. In some instances, it may even be possible to recover the salary paid to the employee or agent during the period that the fiduciary was in breach of his duties. The claimant may recover profits earned by fiduciary even if the claimant did not suffer an actual loss.

Fiduciaries who act carelessly or recklessly are responsible for any resulting loss to the corporate shareholders or other principals. Damages may be recovered in a civil action for negligence. Corporate officers who carelessly fail to enforce controls, or to pursue recovery of losses might breach their duty of care.

Duty of Loyalty

 

The duty of loyalty requires that the employee/agent acts solely in the best interest of the employer/principal, free of any self-dealing, conflicts of interest, or other abuse of the principal for personal advantage. Thus, corporate directors, officers, and employees are barred from using corporate property or assets for their personal pursuits, or taking corporate opportunities for themselves. More traditional fraudulent conduct, such as thefts, acceptance of secret commissions, and conflicts of interest also violate the duty of loyalty, and may be prosecuted as such in addition to or instead of the underlying offence.

A breach of duty of loyalty is easier to prove than fraud. The claimant does not need to prove criminal or fraudulent intent or the other elements of fraud. To prevail, the claimant must show only that the defendant occupied a position of trust or fiduciary relationship as described above and that the defendant breached that duty to benefit personally.

A breach of fiduciary duty claim is a civil action. The claimant may receive damages for lost profits and recover profits that the disloyal employee earned-in some instances, even the salary paid to the employee or agent during the period of disloyalty. The claimant may recover profits earned by the disloyal agent even if the principal did not suffer an actual loss.

The claimant also may void any contracts entered into on its behalf that were the result of or were influenced by the employee's or agent's disloyalty.

Duty of Care

 

In English law one may refer to the duty of care concerning advising banks in documentary credit, architects, barristers, builders and contractors, dentists, employees in general etc.

The law lays down the general rules which determine the standard of care which has to be attained, and it is for the court to apply that legal standard of care to its findings of fact so as to decide whether the defendant has attained it. The legal standard is objective; it is not that of the defendant himself, but which might be expected from a person of ordinary prudence, or person of ordinary care and skill, engaged in the type of activity in which the defendant was engaged. The courts are prepared to recognise also the professional standard of that duty when dealing with the professional activities.

Fiduciaries who act carelessly or recklessly are responsible for any resulting loss to the corporate shareholders or other principals. Damages may be recovered in a civil action for negligence, mismanagement, or waste of corporate assets. Corporate officers breach their duty of loyalty if they accept secret commissions, engage in a conflict of interest, or otherwise are disloyal. Corporate officers who carelessly fail to prevent such conduct, or fail to enforce controls, or to pursue recovery of losses might breach their duty of care.

 

Practitioner.Com:

 

An Introduction to Corporate Regulation and Standardization

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  • 2 weeks later...

I use to trade penny stocks ("Value USA" 250K at $0.75, "IPAC" 500K at $0.25, "PENCOM" 300K at $0.65, etc...) and have been burnt as they states how well the company is doing then bought out or take over and eventually bankrupt. I've also made money but not really on penny stocks and learn a lesson not to buy penny stocks. As I have mention in another topic on my concern of SAI (CSBI) I was looking at the stocks the next morning during the CS pasting and the stock went $0.25 to $0.30 then drop the next day. Not want I expected.

 

I know how this sounds but I do not meant to be heartless I did not buy any SAI stocks. I believe that a company should be honest and truthful to their share holders and any deception may be a warning. As a Shareholder Mr Becker has all the rights to that information If the company file chapter 11 then all shares are hold and probably dissolved.

 

And by the way I Love the Article.

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Great article. Sometimes a new broom sweeps cleaner than the old broom in certain areas, especially. Carroll was what he was, and great at it it. Hopefully the new management can take a more serious look at the business end of it. I bet they kind of had their hands tied while Mr Shelby was around.

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